24 Hours of Midnight
by RedBicycleWhenYouWereTwelve
Summary: I was never gone, Doctor. I was always here. And I am ready. I am Midnight.
1. Chapter 1

"Whatever's inside her... it's brand new. It's fascinating."

_Oh, but I'm not new. I'm older than you. Older than any of your race._

"I'm trying to understand. You've captured my speech, what for? What do you need?"

_As if you could ever even comprehend what I need, Doctor. Oh, I know you. Tales of you reach the furthest planets in the most exiled solar system._

"You need my voice in particular. The cleverest voice in the room."

_You think you're so clever. So, so clever. Did it ever occur to you that I'm cleverer than you. You won't beat me once. And if I am ever beaten by anyone, I will come back. I always do._

"Allons-y!"

_Yes, Doctor. Let's go. I'm falling, Doctor. Back to where I came from because of some stupid hostess. But I'll be back. I promise you that, Doctor. I'll be back._

Katherine woke up with a headache.

"Oh, god, you know a bad day when you wake up feeling like someone's driven a fork into your brain," she muttered bad-temperedly.

"You getting up?" her dad asked, poking his head around the door.

"Yes," she groaned in reply. "I'm getting there. But I'm a moody teenager, dad. Give me a break." She rolled over. "You can go now."

Her dad chuckled. "Okay, Kathy. I'll leave you to it."

"And my name's not Kathy!" Katherine called at the closed door after he'd left. "You gave me the name Katherine, you might as well stick to it!"

She heard him laugh through the wall.

She sighed and sat up, rubbing sleep from her eyes. "I have a feeling," she mused to herself, putting on her glasses, "that today is going to be a bad day."

It was.

She dropped her bag in the road on the way to school and it got run over.

She fell down the stairs at school. (Admittedly she was unscathed but it still annoyed her.)

She landed in a pile of dog poo during Games on a muddy field.

And then when she got home she found out that a bunch of her obscure relatives on her mother's side had died. She'd never met them, but it wasn't exactly the cherry on the cake.

"You okay?" her mum asked that evening as she picked unenthusiastically at her pasta that dinner.

Katherine shrugged. "Probably."

Her dad rolled his eyes and placed a hand over one side of his mouth as he stage-whispered to Katherine's mum, "It's fine. She's a moody teenager, she told me herself."

Katherine prodded him with her fork. "Thanks, dad."

He grinned. "I remember being a teenager. Never sat with my parents on buses or anything. They always used to say 'Jethro! Come over here and sit with us! You're being ridiculous!'"

"Jethro?" Katherine asked, frowning. "Your name's Oliver."

He blinked and smiled. "So it is. No, they always used to call me Jethro. Never could figure out why."

Katherine snorted. "Wow. Sounds like the kind of name you get in the future."

Katherine's dad frowned. "Suppose it does. A bit. A little. Not much, really."

Katherine stared at him. "Okaay."

And soon she was in bed, barely knowing where the day had gone, just knowing that the day had indeed been terrible, and she wished that that sound of rusty engines would stop.

Rusty engines... following her.

Everywhere she went. Rusty engines. Every now and again, that same sound. It was getting on her nerves and every time she heard it she immediately got irritated at whoever she was talking to. Then when she asked if they'd heard it, they looked at her as if she'd gone mad. Maybe she had.

But no. This time... this time was different. It was closer, somehow. And she had time. School had ended slightly early because her Maths teacher had had a heart attack, or some variation thereupon.

Not that she particularly minded. She didn't like him much anyway. And they said he was going to be fine.

So she followed the rusty engines, as they'd been doing to her. She crept down various back alleys, the noise getting louder and louder each time.

And then she turned a corner to a dead end. This was the source of the noise, she was sure of it. But it had stopped now. All she could see were a couple of skips and the roof of something blue and box-like in shape behind them.

She shook her head. Life is full of disappointments.

But she knew that there was something different. Something. She couldn't put her finger on it, but something.

She whirled around in circles, trying to figure out what it was that was making the hairs on the back of her neck stand up.

Nothing. The skips, the blue box, and a cracked mirror lying on its side in the dirt. She grimaced as she edged towards the mirror and the smell of the skips hit her. Someone had put something nasty in there. A dead body perhaps. Or an illegal range of counterfeit meats that had nearly been discovered by the police. You know. Something like that.

"Is there somebody there?" she croaked, not realising how her voice had suddenly dissipated.

"Yes."

She nearly screamed and pressed a hand to her heart as she saw a man in a pinstriped suit and a big coat standing by the skips, holding his nose.

"You nearly gave me a freaking heart attack!" she cried, gasping for breath.

He smiled. "Sorry about that. Who are you looking for?"

Katherine shook her head, rubbing her arm sheepishly. "Not who. I just thought that there must be somebody here. I... keep hearing this noise. Like rusty engines. It was just close this time."

He frowned, taking his hand off his nose. "_Keep_ hearing?"

Katherine nodded slowly. "Yes... do you know what it is?"

He pulled a face. "Oh, urm... there's a... mechanic's... around here."

"A... mechanic's..."

He nodded enthusiastically. "Yep. I'll tell them to shut up."

"How, d'you work there?"

He snorted. "No way! I mean... my... brother does."

Katherine raised her hands, smiling. "Okay, okay. You don't want to tell me about your evil supervillain plans? Fine. I can survive. But if you're going to attempt to take over the work with the dying elephant equivalent of an engine, could you keep it down until Armageddon comes?"

He smirked. "I'll see what I can do."

So Katherine left, presuming that that was the end of it.


	2. Chapter 2

Katherine woke up in a cold sweat the next day. She was panting and her eyes were blurry with tears. She shook her head and took a deep breath. Okay. Probably just a bad dream.

She saw her palms where her fingernails had driven into her palms and make her bleed and grimaced. Really bad dream.

So she got dressed and went to school. It wasn't like there was anything particularly weird going on. Just that noise... which she could hear again today. More often than before, actually. She didn't say anything though. She'd rather not get carted off to psychiatric hospital.

But she wasn't going to give up. So after school, she sprinted back to the same back alley the noise had been coming from before. The blue box, or at least the roof of it which she'd seen, was gone. She tutted, irritated.

"Great," she said to herself, and wished that she could find out what was actually making that noise. Why could nobody else hear it?

Just as she wished this, she heard it again, louder than before, and this time something was underlying it. A panicked shout or something along those lines. And then the light came.

It was beautiful and terrible all at once, so Katherine dived behind the skips, hoping to avoid getting blinded or something.

Then it was over, and the light had gone, and she heard a creak and two footsteps. She didn't dare open her eyes and look though. She was too frozen in place to even scratch her shin where an itch was coming on. Then,

"Hey, old girl, what is it? You alright?"

It was that bloke again, Katherine knew it. The bloke in the pinstriped suit.

She immediately unfroze, rolling her eyes and stood, glaring at him. "What happened to shutting up the dying elephant?" she demanded angrily, until she saw the blue box again, except it had moved so it was in the middle of the alley and the man was sort of stroking it.

Katherine blinked and folded her arms. "So what is this? Do you drag around that box, make a racket and then murder teenage girls inside?"

His mouth fell open. "Never heard that one before. But... you? Again?"

Katherine scowled. "Yes. Me. Again. And you didn't stop the noise, just, you know, _by the way_."

The man's hand slipped from the side of the box as he squinted at Katherine, mouth slightly open. He took a breath, and said, "Just before the box appeared here, did you wish for it to come, or anything along those lines?"

Katherine frowned. "What does that have to do with anything?"

His voice is bordering on a shout when he speaks again. "Did you?"

Katherine jumped. "Urm... I sort of... I guess..."

He licked his top lip, glancing around and narrowing his eyes. "Able to hear the appearances of the TARDIS, can even summon it..."

"What are you babbling about? What the heck is a... a... TARDIS?"

He didn't even look at Katherine, just kept glancing around and thinking hard.

Katherine rolled her eyes, and folded her arms. "Just flipping fantastic."

And she left, hoping that this bloke would quit dragging around his blue box and making a racket, but thinking to herself that this guy was an idiot, and that she was very unlikely to get through to him, however long she stood there and accused him of murdering teenage girls.

She didn't expect to see him again. But the next day, she was sitting in school, just after hearing the engines again, with her one and only friend, Judy, when she saw him again.

Judy was even taller than Katherine, which is an achievement. Together, they'd earned the nickname Punch and Judy, because Judy's name was Judy and when Katherine was in Year 4, she used to elbow boys in the balls who pissed her off. Very radical approach. But they were effectively a joke.

Still, Katherine didn't care. Judy was nice, and most of the people were dicks around here anyway, so it wasn't that reliable an image.

Lunch was pizza. Well, it wasn't officially, but in the corner of the canteen you could always get pizza if you decided that the official main meal had too many vegetables for comfort.

So Katherine was enjoying a plate of pepperoni when she saw him, standing on the school field, frowning, with his blue box just behind him. She groaned. That bloody box. Although she supposed it would be pretty funny to see this guy dragging it around. She pictured it and smirked.

But _he_ definitely wasn't happy. He had his hands in his pockets, and his eyes were boring into Katherine. She wondered vaguely if he genuinely was a pervert. But she watched with amazement as a teacher scuttled up to him determinedly, but he just held up some credentials of some sort that Katherine couldn't see and the teacher fled as if he'd just told the queen to fuck off.

The man started striding determinedly towards the canteen, his frown making him look terrifying.

"Who is that guy?" Judy asked, leaning over Katherine's shoulder. "You know him? You look a little... disturbed."

Katherine shook her head. "I've... you know... seen him around. He didn't tell me his name."

The man had disappeared around the side of the canteen by this point and a sense of dread settled in Katherine's stomach.

Judy elbowed her gently. "You okay?"

Katherine blinked and smiled to her. "Yeah, sure, I'm fine."

Five seconds later the man in the pinstriped suit burst into the canteen, looking around for Katherine. When his eyes found her, he beckoned menacingly.

A dinner lady bustled up to him. "I'm sorry sir, what is it that you want?"

The entire canteen had gone silent, frozen in the glare of this man. He looked like he was old and tired and had no mercy left to hand out, although his face only seemed forty at the most.

And so the entire canteen heard his answer.

He pulled out the magic credentials again, his eyes not leaving Katherine. "I'm from the police. Detective Inspector John Smith. I would like to see Katherine Jason about a matter with her family."

The dinner lady nodded humbly and jerked an unenthusiastic thumb in Katherine's direction.

The man, now identified as John Smith, came over to Katherine with wide, sweeping steps. Every eye in the room was either on John Smith or Katherine.

Smith stopped at Katherine's table. "Come on then, Katherine."

Katherine rose slowly, ignoring Judy's astonished gaze. "What is it? Tell me."

Smith's jaw tightened. "Not here, Katherine."

"Stop using my name. You haven't earned that right."

The dinner lady gasped. "Katherine, don't talk like that to the policeman!"

Smith smirked. "The correct term is police officer, ma'am. We've designated 'policeman' as sexist. And it's quite alright. I've had a lot worse."

Katherine took a cautious step towards Smith and followed him out of the canteen as he turned briskly and walked out.

"Well, what do you want now, you weirdo?" Katherine scowled as soon as they left school premises. "No way are you a cop. I'm not thick."

Smith ran his tongue over his teeth, taking a deep breath. "No, I'm not a cop. And my name's the Doctor, not John Smith."]

Katherine smiled. "You're waiting for me to say 'doctor who' aren't you?"

The Doctor blinked. "Only a little bit."

"Still, 'The Doctor' is not a name."

"That's what they all say."

"The question still stands. What do you want?"

The Doctor leaned back, rocking back and forth in his converse. "You're not human, Katherine. I don't know why, and I don't know how, because everything about you checks out. Your DNA agrees with humanity. But something is off here. You're impossible."

"So you drag me out of school? There isn't a real family crisis is there?" Katherine asked, ignoring his mention of aliens and DNA and not even bothering to ask how he got her DNA because she was sure that she wouldn't like the answer in the slightest.

"No. But I would like to meet your parents."

"You're just a creepy weirdo, you are. And insane. Don't forget insane."

"I'll never forget insane, don't worry about that one."

Katherine shook her head. "You're impossible. No way are you meeting my parents."

The Doctor's mouth opened slightly but he didn't say anything.

"What is it?"

A frown crossed his face quickly and then was gone. "It feels like... a wave of telepathic energy joining together twenty four living hosts across planet earth."

Katherine pressed a hand to her stomach. "Or like you're going to be sick?"

"Exactly."

And then...

Twenty four hosts across planet earth.

There was the Eliot family in America, five of them. The lonely old widow Adela Belasco, from Spain. The Dmitri Alliluyev and his elderly mother, Russia. Saruprani Magal and her husband Nagesh. Emaline Palakiko from Hawaii. Toshiko Ito of Japan. Ebele Ba and his wife and six kids. Therese Gottschalk from Germany. Oliver Jason, round the corner from where the Doctor and Katherine stood.

And then the Doctor and Katherine.

All of them, at the same instant, across the planet, all experienced a strike of pain through the temples unlike anything any of them had ever felt before.

Except the Doctor. For him it was vaguely familiar...


	3. Chapter 3

Katherine put her hands on her knees as she bent over, breathing hard. "Oh god. That hurt."

The Doctor was hissing through his teeth and rubbing the side of his head, jaw clenched tightly.

Katherine looked up at him. "You felt that too, didn't you?"

The Doctor didn't reply, but Katherine already knew the answer, and she stood up. "Fine. What exactly is it that you want to know?"

Katherine's dad was an odd man. He was always laughing at things, but was still very stubborn. So he spent his days in the garage making things, while Katherine's mum actually went and earned some money by being a private tutor.

"So what's his name then? Your dad?" the Doctor asked as they turned the corner onto Katherine's street.

"Oliver. Oliver Jason."

"Oliver Jason... nope. Never met him."

"Why is that important?"

"Your face kind of reminds me of someone. I was wondering if it was your dad."

"Well I'd doubt it if you said it was."

Katherine reached into her pocket and pulled out her key, letting herself and the Doctor into her hallway.

It definitely wasn't the cleanest Katherine had seen it. Coats were strewn over the chest of drawers they'd taken from her dead grandparents' house the day before and decided to use as a coat hook.

The Doctor raised his eyebrow but said nothing once again.

Katherine was grateful for that.

"Dad?" she called, dropping her keys in the bowl next to the door. "You in?"

"Garage!" Katherine's dad's voice floated through the open back door.

Katherine turned to the Doctor. "So you want to meet him?"

"Yep."

"Any particular reason why?"

"So I can check that there was nothing funny about your birth or that he or his wife are aliens or anything. You know. Stuff like that."

Katherine shook her head. "Unbelievable."

The Doctor grinned crookedly. "I've decided to take that as a compliment."

Katherine turned and headed towards the back door, the Doctor following.

"Feel free, it's the only compliment you'll get from me in a while," Katherine muttered to herself.

They reached the garage and Katherine rapped lightly on the corrugated metal of the door before saying to her dad's back, "Dad, there's a bloke here to see you. Police. Wants to ask you some questions."

Oliver Jason whirled around, anger flashing across his face and black hair flopping into his eyes. "Now, if you're a policeman, I want you to know that everything in here is completely legal, and that none of these materials are stolen..." He trailed off as he saw the Doctor's face. "But... but..."

The Doctor tilted his head. "Do I know you? You look incredibly familiar."

Oliver Jason was completely lost for words. "But... but... but..."

And then his eyes rolled backwards into his head and he slumped to the floor, thwacking his head on the table and collapsing in a growing pool of blood from a large cut on the back of his head.

Katherine tucked him into bed, swallowing. "Is he gonna be okay? You're the doctor round here, not me."

The Doctor shrugged, sinking into a chair next to the bed. "Probably. He might have concussion, but it doesn't look particularly serious."

Katherine seated herself on the bed, observing the man who'd made her dad faint simply by walking in. "So you do know him," she observed, desperate to ask.

The Doctor bared his teeth. "Yeah. Can't remember where from, though. And 'Oliver Jason' is not a name I've come across before. At least not in this context. There was a lovely old man on New Earth once..."

Katherine scowled. "So you have no clue where you met him?"

The Doctor put his head on his hand thoughtfully. "I don't know. He looks a lot like this kid called Jethro I knew."

"Jethro?"

He raised his head. "Yeah. Why?"

Katherine breathed in, thinking. "Jethro... he said that. At dinner a while back. He was talking about his parents or something, and how he would never sit with them and they'd say 'Jethro, come over here' or something."

The Doctor's eyes widened. "No way."

Katherine raised an eyebrow. "Yes way. What the hell is going on?"

He sat forward in his chair and clasped his hand together in his lap, arching his eyebrows and peering over his square glasses seriously. "A while ago, I was with this friend of mine called Donna on this planet Midnight-"

"Hang on. There's a planet called... Midnight."

"Yup."

"Fine."

"We were on this planet Midnight and I was going on this 'Crusader' tour across the surface, and there was this bunch of people."

"Was Donna there?"

"No, she didn't come."

"Okay, so what happened?"

"Jethro was this late teen who was with his parents and refused to sit with them. Everyone on the tour was just chatting and hanging out for a couple of hours, when the machine we were on stopped. Just stopped. No reason for it. Just stopped."

"Did you find out why?"

"Never figured out the exact science, but then this woman Sky Silvestry got possessed by this... thing. A shadow, living on Midnight, despite the extonic star it was in orbit around. And four people died."

"They died?"

"I never found out what it was or how it worked, but it pulled off the cabin and the driver and mechanic inside were killed. Then Sky died, and so did the hostess." His eyes glazed over as he sank into memories. "I still don't know what her name was..."

Katherine coughed, prompting him. "Keep going. What happened?"

The Doctor's eyes fixed upon Katherine's a thin film of tears obscuring his vision.

"Midnight was unique. It trapped you. It trapped you in your own words, and held you there."

Katherine frowned. "What? How does that work?"

The Doctor shook his head. "It doesn't matter. But if Jethro's here... that means that this has something to do with Midnight. And if Midnight's here, then this will only end badly."

Katherine bowed her head. "Okay. Okay, okay, okay. We can work with this. What are we supposed to do now?"

"It's bigger on the inside." Katherine shook her head. "Seriously, man, you could have given me a warning."

"I did. I said 'just so you know, it's bigger on the inside'."

Katherine walked around the outside of the police box, a grin tugging at her lips. "Yeah, but I thought that was a metaphor or something. Like, you know, it might seem more spacious on the inside that it seems on the outside. That sort of thing."

The Doctor smiled, pulling Katherine back into the TARDIS. "Never heard that one before. Or I might have done, once in Japan, but that's hardly relevant and the TARDIS doesn't work with Japanese properly. Frankly, they could have said anything. So yeah, never heard that one before."

Katherine smiled, admiring the interior. "It's very... is 'retro' the right word?"

The Doctor leaned against the console, his face suddenly serious. "Right. Let's get this over with, shall we? I'm a 905 year-old Time Lord from the planet Gallifrey in the constellation of Kasterborous. The last one."

"Dramatic."

"Would you quit with the sarcasm, and the inability to take anything seriously? Please?"

Katherine hesitated, but nodded glumly. "Okay."

"Right. Well. There's something odd about you, and your dad. He must have travelled in time back here and made a life for himself, presuming that everything would be okay. So, you, me, and your dad, and then 21 other people, all hosts for Midnight. We were all on earth at the same time, and must have activated something. Something that's really, very, very bad. _Really_ bad. Because if Midnight's coming back, then we've got a problem. The hostess killed it last time, but this time... it might just win."

"So how do we stop it?"

"The easiest way would be for me to just leave immediately, but I have a feeling that's it's begun now."

The Doctor pressed a little button on the console, and nothing happened.

"See? Doesn't want to dematerialise. Can't. Because the telepathic energy is holding us here."

"We? Is the spaceship your girlfriend?"

He looked hurt. "She's alive! And also, I'm pretty sure she can hear you, so don't say anything that might upset her!"

Katherine paled. "Oh... sorry..." she said to the TARDIS, feeling like a prick.

The Doctor nodded eagerly. "Much better. 24 hours."

"Sorry?"

"I said 'much better'."

"No, after that."

"Urm... I said 'I said much better'."

"No, before that."

"I... I didn't say anything."

"You said '24 hours'."

"No I didn't."

"Yes you did. I heard. And my ears are working perfectly well, thank you very much. I'm not deaf. Or delusional, before you even think that."

The Doctor moved his jaw from side to side. "24 hours. 24 hours. What does that mean?"

"How the heck am I supposed to know?"

"I don't know. Magic?"

"That would be a turn-up, wouldn't it?"

"It would."

And then the Doctor's eyes rolled up into his head and he fell.

Katherine yelped and dove forwards, slowing his fall just before his head smacked against the grill flooring. She lay him down gently, and then crouched back, rocking on the balls of her feet.

"Fantastic," she murmured to herself, prodding the Doctor gently. "How on earth am I supposed to get him to wake up?"

She tried tickling the soles of his feet, like she always did with her dad. She slapped his across the face. She kicked him in the stomach. She even found a bathroom with a bucket in it not too far down the corridors from the control room and threw that over his head, but nothing. So she sat cross-legged on the floor, head in hands, waiting for something to happen.

Then she heard him talk.

"Who are you?"

She opened her eyes and looked at him. His eyes were still shut and he appeared to be unconscious.

"What do you mean?" he yelled, not moving anything other than his mouth. "That's impossible!"

Katherine stood up and backed away. This wasn't making any sense. And seeing as it wasn't making much sense in the first place, Katherine wasn't very happy with the way these developments were heading.

Then the Doctor took a deep breath and sat up, eyes flickering open.

Katherine swallowed.

"What did you mean?" she stammered, breathing deep. "What's impossible? Other than everything else that's happened today?"

The Doctor scrambled to his feet, licking his lips nervously. "It doesn't matter."

Katherine pulled a face. "It does a bit."

"Go check on your dad. He'll wake up soon."

"What happened?"

"Get out!"

Katherine fell silent and blinked, before heading towards the door, offended. The Doctor turned away from her as he heard the door open and shut, leaning on the console, a thin film of sweat on his face.

"For the first time in my life," he said to himself, collapsing in his chair and sighing, "I think I'm out of my depth."


	4. Chapter 4

The Doctor was scared. Properly scared. Katherine could see that. But she was just irritated as she ascended the stairs in her house and leaned in to check on her dad. The bandage shoddily wrapped around his head was stained red, but not badly, so Katherine wasn't hugely worried. She sank into the armchair by the bed, massaging her temples. So. Some stuff sort of made sense now. But not much, and that was pissing Katherine off. Could no one explain anything to any real degree? Was it so difficult?

_Doctor who?_

The Doctor hadn't had a voice in his head in any recent memory, and he wasn't happy about having one now. Midnight was in his brain, and he guessed that it had been ever since he'd started copying it on that little touring shuttle.

That worried him. He didn't like being worried. And he couldn't think of anything to _do_, either. He was well and truly stuck. What was there to do? Midnight was in his head, and whatever evil plan it had coming he didn't know the details of, and he couldn't figure out how to stop it without that basic knowledge.

_Stuck, Doctor? Have I beaten the great Doctor before I've even properly begun? That hostess saved you last time, but this time I'm ready. Oh, I'm so ready for you, Doctor._

He shivered and ran his hands through his hair. He doubted that Midnight would start monologuing its plan any time soon. It was smarter than that.

_Why are you calling me Midnight? That isn't my name, or even my planet of origin._

The Doctor sat up, startled.

_Oh?_ he thought in reply.

_You really think I'm going to help you? You're even more foolish than I thought. But I will tell you this. We are the same, Doctor. And you know what? I'll be helpful, because you are in a situation worth pitying. My people watched Gallifrey rise in the sky of our planet once a year and celebrated. It was a time for festival. This was when Time Lords were barely out of their caves._

The Doctor jumped. "What?" he cried aloud.

_There you are, Doctor. Those are your clues._

And silence came.

Katherine felt like she should _do_ something. Move around. Help someone. Preferably the Doctor, but that wasn't really an option now.

Then suddenly she was in a little shuttle with 'Crusader Tours' written on all the seats. She knew it wasn't real somehow.

She rose from the seat she'd appeared in slowly, looking around. She saw the Doctor in a seat across the aisle from her, talking animatedly to a couple behind her, except frozen in motion, with his hands in the air and a grin on his face as he told an evidently funny story. The woman in the couple was smirking and had her hands clasped in her lap, halfway through a nod. The man was chuckling, a thick, dark brown beard covering the lower half of his face. Katherine kept looking around and saw a teenager who was probably the son of the couple and, Katherine realised with a shudder, her dad. The same face shape, hair colour and eyes.

She smiled, just a little. It's always funny seeing younger versions of your parents.

He had headphones in and was wrinkling his nose as he glanced over at his parents, disgust plain on his face. Then there was an older man in glasses, his tongue poking out of his mouth as he set up a projector. And then there was a black lady with glasses as well holding numerous cups of coffee or some similar beverage, shuffling around behind him.

Then, Katherine guessed, the hostess, just leaving the driver's cabin and beginning to stride down the aisle with long, determined steps. Then Katherine looked back at the seat she'd just been sitting in to see a woman having materialised there. Blonde, with a bun high on her head. She was in the process of rolling her eyes, a book open on her lap.

Katherine found herself smiling, although she didn't really know why. This was cool.

Then there was a voice in her head.

_Like it?_

Katherine started, turning this way and that to see where the noise had come from.

_I'm in your head, idiot._

_Katherine_ took a deep breath and stood still.

"Midnight, am I correct?" she asked the world at large.

"Yes."

The voice was solid this time, and Katherine spun to see the blonde woman peering up at her, an eerie expression on her face.

"That is your word for me," she hissed.

"What's your word for you?"

"That's my business."

Katherine waved a hand around, indicating the frozen world. "What's this about?"

"This is my first view of your kind. Looking through a window at these humans, and wondering. The first life I'd seen in millennia."

"Millennia? You've lived for millennia?"

"I can live forever, if I try hard enough."

"How?"

"That's my business."

"Well... what do you want?"

The woman's eyes travelled over the little shuttle. "I'm showing you what I showed to Doctor."

"Why?"

"So you can understand."

"Understand... what?"

The woman's almost painfully clue eyes locked on Katherine. "Understand that I will win this fight."

Suddenly everyone in the scene went into fast forward, moving at impossible speeds. The lights turned on and off and ominous thuds echoed around.

Then it came to a stop, with all the passengers except the Doctor and the woman huddled by the coffee machine, and the other two crouching at the other end of the shuttle, staring into each other's eyes, though clearly not in a romantic way.

When they spoke, they spoke the same words at exactly the same time.

"Mrs Silvestry, I'm trying to understand. You've captured my speech. What for? What do you need? You need my voice in particular. The cleverest voice in the room. Why? Because I'm the only one who can help? Oh, I'd love that to be true, but your eyes, they're saying something else. Listen to me. Whatever you want, if it's life, or form, or consciousness, or voice, you don't have to steal it. You can find it without hurting anyone. And I'll help you. That's a promise. So, what do you think?"

Katherine felt a shudder go down her spine. How on earth... or you know, how on whatever planet this was. Midnight, that was it. How on Midnight...

Katherine remembered that this woman's name must be Sky, like the Doctor said.

Sky said, "Do we have a deal?"

And then the Doctor said, "Do we have a deal?"

Katherine's eyes widened. He was copying her. But... but...

The scene froze again, but the Sky turned her gaze onto Katherine. "I copy. That's how I learn. I copy. And when I'm strong enough..." She turned back to the Doctor and smiled. "I make them copy me back."

"How?"

Sky looked back at Katherine. "It is the way of my kind. But see? The Doctor was mine. And he can be again. So very soon. I made him say 24 hours. That's how long you have. Until I'm powerful enough. The clock is ticking, Katherine. But every second you spend in here shortens that time. It's 23 and a half hours now. Good luck."

And the scene dissolved.

But Katherine didn't.

She was suspended in blackness and nothingness, flailing for sensation, any sensation. She screamed.

And then there was a hand on her shoulder.

She jerked awake to see the Doctor leaning over her, looking concerned.

She was panting, and sucked great lungfuls of air, clutching the arms of the chair.

"What did you see?" the Doctor urged impatiently.

Katherine's lip trembled as she looked at the Doctor. "We're going to lose, aren't we? You couldn't beat it last time. We'll lose."

The Doctor leaned back, steely determination flicking on in his eyes.

"No, Katherine. Not this time. I decree it so."

Katherine's eyes hurt. They'd spent three hours tracking down the other telepathic hosts across Earth using the TARDIS (unable to travel in time or out of earth's atmosphere) and now they were sitting on the floor in the console room with all the information they'd gathered about the hosts spread out in front of them, in the hopes of finding a link between them to explain Midnight's manifestation.

Katherine yawned widely and sighed, pushing away Dmitri Alliluyev's family tree. "Come on, we're not going to find anything."

"Never be so pessimistic."

"Maybe I'll be more cooperative if-ˮ

"No."

"Oh, come on _please_."

"I've already said no."

"PLEASE."

"NO."

"_PLEASE_."

"_NO_."

Katherine folded her arms and sat back. "I refuse to do anything unless you let me."

The Doctor frowned up at her, anger creeping into his expression. "We've only got 20 and a half hours left. You're really going to waste time on that?"

"You're really going to waste time arguing?"

The Doctor rolled his eyes. "Fine."

"WOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!"

The Doctor rolled his eyes but kept a tight grip on the rope as Katherine dangled out of the TARDIS as it sped over the Atlantic Ocean. But then he turned a dial on the console.

And the TARDIS dropped a little lower, sending Katherine plunging into the cold salt water.

He twisted the dial back and Katherine emerged, squealing.

"I HATE YOU!" she screamed, waving her arms in the air and spitting out a mouthful of sea.

The Doctor laughed and hoisted the rope back up, sending a very wet Katherine sprawling over the floor.

He laughed out loud and she used the railing to haul herself to her feet, hair plastered to her forehead. Katherine scowled but soon she was laughing tool shaking out her jacket and draping it over on of the twisted earthy pillar thingys that she doubted had a proper term to describe them.

"Have you er... got a wardrobe in here or something? With some clothes in? Or something? Preferably not like a Roman toga or a kimono or something."

The Doctor smiled but jerked a thumb over his shoulder, indicating towards the corridor that looked like it led to anywhere and everywhere. "First left, second right, third on the left, go straight ahead, under the stairs, past the bins, fifth door on your left... oh, you know what, no one finds it, I'll just show you."


	5. Chapter 5

When Katherine had some clothes on that hadn't been both dunked in the Atlantic and contained a small fish that had somehow got in them when Katherine had been dropped in the sea, the two of them headed back to Katherine's house to check on her dad.

She let herself in the back door and found Jethro/Oliver sitting at the kitchen table, clutching a cup of tea in trembling hands, a cold plate of fish and chips left over from last night's order sat in front of him. Katherine smirked as she thought 'so bloody British'. All he needed no was a full English breakfast and the Queen as well as Queen Victoria to come in, Victoria saying 'we are not amused', and maybe a smart butler with serious sideburns offering him more sugar. And lacy cuffs. Actually, you know what, he wasn't anywhere near the picture of British.

Katherine sat down opposite him, chewing her bottom lip. "Dad? You okay?"

Katherine's dad snapped to attention, as if he'd been asleep. "Sorry? Urm, oh, I, I'm fine, I guess, I just thought I saw this man from so long ago."

"Ur, dad? You did."

Jethro/Oliver paled. "But... that's impossible. He can't have followed me here."

Katherine smiled. "Well, he's pretty good at impossible."

Her dad sipped his tea.

Katherine sighed. "What happened, dad?"

He spent a while simply staring into the depths of his mug, eyes puffy and expression grim. Then he shook his head, seemingly to himself, and said, "Okay. Okay, okay, okay. You deserve the truth, Katherine."

"Thank you."

He took another gulp of tea and set down his mug, taking a determined deep breath. "We went on this space tour across the planet Midnight... sorry, this'll sound impossible..."

"Dad, it's fine I know this part. What happened after the tour?"

Katherine's dad shrugged. "Nothing much, at first. I went home, mum and dad got overly protective. They died in a car crash. A car crash! Of all things! thanks to technology, there hadn't been a car crash in decades! And they had to be there."

Katherine swallowed.

"Anyway, I was left there. And then, all of a sudden, someone invented time travel. It was the most incredible thing. And I thought, 'I've got nothing left here, have I? Maybe I should try again. A new beginning. A new time zone.'"

"So you came here?"

He shook his head. "Not originally. First I tried out London a few years back, but it kept getting attacked by aliens, so I thought, why not here?"

Katherine grinned. "Of course. That's the only reason anyone moves to this crappy town."

A silence settled over the table.

Then the hairs on the back of Katherine's neck stood up and she turned to see the Doctor leaning against the doorframe, coat on, sullen expression.

"Well, Doctor? What incredible epiphany are you bringing us today?"

He took a deep breath, as if about to say something life-changing and incredible. Then he just said, "I don't know. I'm going to be honest, Katherine. I'm stumped. I just don't know anything."

Katherine stood, eyes narrowing. "Now you shut up, okay? You did not come up to me and tell me that we would try to win and all that shit, just for you to, two hours later, tell me that you've no clue what's going on and we're stumped. No! Not today, Doctor! Not any day!"

The Doctor walked up to Katherine, suddenly absolutely terrifying, teeth clenched. "Well what are we supposed to do, then? WHAT? There's nothing left! This thing has killed people, and I COULDN'T BEAT IT. Now it's even worse because it's already in my head! I can't even begin to fight it without being in constant fear of it just possessing me again!"

Katherine felt an amazing surge of bravery flare in her chest. "And what's so bad about it, Doctor? You're so scared, but what is there to be scared of? I can tell that you have faced a lot of things, Doctor, but this thing is getting to you. BE BRAVE! You haven't even bothered to figure everything out entirely yet!"

"YOU THINK I HAVEN'T? I'VE BEEN CONSTANTLY THINKING SINCE THE DAY THIS BEGAN!"

"SO DAZZLE ME! GIVE ME EVERYTHING YOU'VE GOT AND MAYBE I CAN HELP! YOU'RE LONELY, AND SO YOU'VE LEARNT TO OPERATE ALONE, BUT MAYBE TODAY IS THE DAY THAT YOU FINALLY REUNDERSTAND THAT OTHER PEOPLE CAN HELP YOU! THEY MIGHT NOT STAY WITH YOU FOREVER, AND YOU MIGHT BE SCARED THAT ANOTHER COMPANION JUST MEANS MORE DISASTER, _BUT THAT MEANS NOTHING! _DO YOU UNDERSTAND ME? _ NOTHING!_"

The Doctor blinked. He had nothing left to say. He leaned back, looking at Katherine with a mixture of anger, surprise, sadness, incredulity, amazement and horror, which is pretty freaking difficult for a face to do.

Katherine was breathing hard, and was barely aware of her dad sitting in his chair with his tea, mouth hanging open and face a mask of shock.

The Doctor scratched the back of his neck, and pressed his tongue against the roof of his mouth, which Katherine had just noticed that he did a lot.

"Well, clearly enough this is an incredibly strong connection and this creature has been building up enough energy to do this for a while. You've managed to strengthen the particular connection between me and you through consistent contact and that means that you're able to summon me and the TARDIS, as me and her are linked symbiotically..."

"Her?"

"Well, you know, it's like with boats. They're female. Anyway, it would seem that twenty four hosts are necessary for whatever this thing is planning..."

"Twenty four?"

"That's what I said."

"No more, no less?"

"That's what twenty four means."

"So if one of the hosts were to die or something..."

The Doctor jumped. "You're considering killing one of them?"

"God, no! I just meant... I mean theoretically..."

He swallowed. "Well, if one of us were to die, then it most likely end."

"And if there were any more?"

"I said twenty four. That means exactly twenty four, no more no less. Any number other than twenty four would probably delay the entire operation. So unless you're dying or pregnant or something, we're stuck and that doesn't help us in any way."

Katherine nodded. "Keep going."

"Well, this telepathic power has to join us together for some reason. And it is something global. Though luckily only global."

"So it wants to take over earth or something?"

"Or something, yeah."

"Okay. Well, that's actually pretty helpful."

"Okay. Well, Katherine, what do you think we should do now?"

"20 hours."

"Oh great."

"Hmm?"

"You said 20 hours."

"Did I? Oh damn, it's this again, isn't it?"

The Doctor nodded glumly. "This is just odd."

"I concur."

"I concur."

"What?" Katherine asked, blinking.

"What?"

The Doctor frowned. "I didn't say anything."

"I didn't say anything."

Katherine swallowed. "I know. So who did?"

"I know. So who did?"

Katherine and the Doctor glanced at each other, and then as one, turned towards Katherine's dad, frozen in his seat, clutching his mug of tea, sitting there in his dressing gown, eyes wide and staring.

Katherine shuddered. "Oh god."

"Oh god," her dad repeated.

"Right I'm not going to say anything else because he's repeating me and the is SERIOUSLY freaking me out. You, Doctor, talk."

"Right I'm not going to say anything else because he's repeating me and the is SERIOUSLY freaking me out. You, Doctor, talk."

The Doctor's face was crumpling, just a little, and fear crept into them. "Not again. Never again. Right, Katherine don't you dare say anything. It'll steal your voice and take you next, and I will NOT let that happen. Not to anyone. Never again."

"Not again. Never again. Right, Katherine don't you dare say anything. It'll steal your voice and take you next, and I will NOT let that happen. Not to anyone. Never again."

Katherine bowed her head and spoke a single world. "Why?"

"Why?"

The Doctor started. "Shh!" he cried.

"Shh!"

Katherine raised an eyebrow, instructing him to answer the question.

He grimaced. "It's... so cold. So cold, and scary, and awful, and everything is just... cold..."

"It's... so cold. So cold, and scary, and awful, and everything is just... cold..."

Katherine ran her tongue over her lips, wishing that the Doctor would let her say something.

An intense silence hung in the air like custard.

Then something occurred to Katherine. "Right, Doctor you can shut up while I talk, because I need to talk, because I've had a thought."

Her dad repeated her and the Doctor kept a wary eye on him but nodded.

"Well," Katherine continued, being mimicked the entire time, "I think that one of us starts copying an hour. Like, you know when we went to Africa to see Ebele Ba and his family? One of the kids was in their room and they didn't let us see them. Remember?"

"Yes..."

"Yes..."

"And then Saruprani Magal. Her husband, Nagesh? He was hidden in the back room and we didn't see him. We weren't around any of them for '21 hours' so we wouldn't have seen. And then you just said '20 hours' and suddenly my dad's copying everything we say."

And she was copied again.

The Doctor narrowed his eyes, cogs spinning in his brain, Katherine looking up at him expectantly. Then he said, "That makes sense."

"That makes sense."

Katherine nodded eagerly. "So we're safe! It has to work up energy to take us, and it takes an hour each time! I'm right, aren't I?"

"So we're safe! It has to work up energy to take us, and it takes an hour each time! I'm right, aren't I?"

"Yeah, I suppose you are."

"Yeah, I suppose you are."

Katherine eyed her dad, unsettled. "Can we get out of here? This is freaking me out."

"Can we get out of here? This is freaking me out."

The Doctor took her hand and led her out of the house. Then they paused by the door, Jethro out of earshot.

"What the hell?" Katherine breathed.

The sky was black. Completely black. For about a mile squared, the centre directly over their house. Katherine sucked in air through her teeth. The Doctor ground his teeth, appearing utterly furious. She looked up at him. "This is great, huh?" she said sarcastically.

The Doctor didn't reply. He closed his eyes and seemed to be listening for something. Then he opened his eyes. "We have to get out of here."

"There's something else bad happening?"

"U.N.I.T. is coming, and I don't want to have to bother explaining."

"What's U.N.I.T.? Sounds like a secret government agency."

The Doctor pulled a face.

"Oh my god, it's a secret government agency isn't it?"

"You could put it like that."

Katherine tutted, shaking her head. "This is getting less plausible every minute."

"I'm good at implausible."

"I noticed."

Katherine pulled on the Doctor's hand, leading him towards the TARDIS in the back garden. "Let's go then. Shall we?"

The Doctor smiled, just a little, and followed her obediently. "Of course."


	6. Chapter 6

The Doctor slammed the TARDIS door just as the squeal of tyres came round the corner, and Katherine saw a flash of light coming from a spinning ambulance style lamp fixed on top of a khaki Range Rover before the opening was gone and they were enclosed in the safety of the control room.

The Doctor leaned against the door, breathing out slowly.

Katherine laughed, just a little, and soon they were both leaning over, clutching their sides from a hysteric outburst of emotion.

"We're not going to get dragged away by this secret government agency, are we?" Katherine asked once she'd regained the ability to breathe.

The Doctor smiled, shaking his head. "They're not idiots. They know I'd have them thrown into a black hole if they scratched the side."

Katherine sat in the chair by the console. "Well, back to business."

The Doctor didn't reply or acknowledge her, just danced around the console, pressing things. Katherine leaned forward as the wheezy noise emanating from everywhere announced their departure. "Doctor?"

"Mmm?"

"Why is there a book about 'the constellation of Kasterborous' on the chair?"

The Doctor yelped and leapt over to Katherine, reaching out for the book. But Katherine leant back and turned over, so her arms were dangling over the side of the chair, holding the book out over the grill staircase, and carefully opening it, while the Doctor reached over, attempting to seize it from her stubborn fists.

Katherine giggled, speed-reading the first page.

"Table of Contents," she read aloud, "Planets of Kasterborous, page 3, Main Stars, page 105... Jesus, that's a lot of planets..."

The Doctor wasn't laughing, but determinedly hanging over the side, dangling over the railing, looking in immediate danger of plunging to a bloody death.

Katherine frowned and turned to him, letting him grab the book.

"You okay? What's so special about Kasterborous?"

The Doctor held the book to his chest, Adam's apple bouncing up and down. "Nothing. It doesn't mean anything."

"You sure? You look like I caught you on the toilet or something."

The Doctor's shoulders hunched and he turned around. When he turned back the book was gone. Katherine blinked and frowned. How did he... oh never mind. This was the Doctor we were talking about.

Katherine slid off the chair. "This has something to do with Midnight, doesn't it?"

The Doctor didn't say anything once again, and kept flicking switches. Katherine imagined that they were suspended somewhere over the planet.

Bang.

Katherine jumped. "What... what was that?"

The Doctor glanced from side to side, clearly thinking. Then he bounced to the door like an overexcited kangaroo and threw it open. Katherine ran up behind him and peered over his shoulder. They were somewhere over the sea, hovering over a huge metal boat with 'U.N.I.T.' written on the side. The Doctor groaned and kicked the doorframe angrily. He bounced back to the console as Katherine lay down in the doorway, leaning out over the ocean. However crazy this was, Katherine mused to herself, she was quite possible the first human fifteen-year-old to be hovering over the sea in a blue box with POLICE written on the side getting chased by a secret government agency while with an alien in a brown suit.

Katherine shook her head. Okay. This was awesome.

Then the TARDIS shuddered and Katherine yelped as she was nearly thrown out. It was being guided down carefully by the Doctor.

BANG.

Katherine slapped a hand over her mouth to stifle a scream as a bullet flew past her head. They were getting shot at! Katherine shuffled back, getting onto all fours and crawling backwards.

"Why are they shooting?" Katherine cried, as more bullets came in a spray through the door.

"If you shut the door, then maybe they'll stop!" the Doctor answered bad-temperedly.

Katherine stuck her tongue out at his back, but obediently slid towards the door, which became easier as the TARDIS tilted to one side, bullets peppering the bottom.

She reached out and threw the door closed.

Then turned to the Doctor.

"WHY ARE THEY SHOOTING!" Katherine shouted indignantly, in an attempt to get his attention and for him to actually reply.

The Doctor spun on his heel and folded his arms. "I don't know."

"What? How can you not know? I thought you said you knew them!"

"I do! I don't know what's wrong!"

Suddenly the TARDIS doors flew open and there was practically a vacuum. Wind circled around the TARDIS and it felt like the Doctor and Katherine were caught in a hurricane. Katherine screamed as she flew towards the door, completely off the ground. The Doctor was clinging onto the console chair for dear life, and yelled Katherine's name, reaching out a hand to catch her, however futile it was.

Katherine slammed into the doorframe and spun out into the air.

The Doctor clicked his fingers to shut the doors, but too late. He fell to the floor as the wind stopped abruptly, and scrambled to the door, carefully opening it a crack to see Katherine's fate without risk of being dragged out himself. A huge amount of clouds had gathered and Katherine was lost in grey.

The Doctor let out a shout of frustration and slammed the door, leaning against it, torn.

He turned back to the console, running his hand through his hair. "What have I done?" he groaned to himself.

The TARDIS creaked in reply and he smiled gratefully at the gently glowing clue central column. "Thanks, old girl. You always know exactly what to say."

He strode up the console, running his hands over things but not pressing anything, thinking.

Then he shut his eyes and reached out with his mind.

_Fancy another chat, Doctor?_

How are you doing this? What have you done?"

_I am the sky. I am the wind. I am on earth and so the earth is mine._

Because that makes sense.

_What do you wish to know? I won't tell you, but you can always try asking._

Noon.

Are you still there?

I'm right, aren't I?

I knew it.

_Noon, Doctor? What does the time of day have to do with this?_

It's not a time of day. The time of day was named after the planet. In the middle of every day on Gallifrey, Noon would be in the middle of the sky over Wild Endeavour. It's how the ancients told the time.

_Why should I care for Gallifreyan clocks?_

Because you're from Noon, aren't you? That's why you moved to Midnight. It fascinated you. Polar opposites attract.

_Well done, Doctor. I am impressed._

Well, I'm the Doctor. It's only natural.

_I am disappointed that you had to look that up in a book, though. The mighty last of the Time Lords, going through his library for information on the life form that will destroy him._

Books are great. Never underestimate books.

_Always underestimate books._

What's that supposed to mean?

_Books won't get you out of this. _

I'll make sure that one does, just to annoy you.

_Enjoy that._

I will.


	7. Chapter 7

The Doctor opened his eyes and smiled. Noon and Midnight. Fascinating.

He leant down and put on his glasses, checking the screen.

"Katherine, Katherine. Where are you?"

He hit the side of the screen. "Work! She's got to be here somewhere!" He pulled a hammer out from underneath the console and beat the console angrily. "KATHERINE!"

"Yes?"

The Doctor started and whirled around faster than a rabid floof. Katherine was standing behind him, grinning and looking immensely smug.

The Doctor pressed a hand to his heart. "What? How? How did you... WHAT?"

Katherine laughed. "You told me that I could summon the TARDIS, _ages_ ago. So I did. Well, it summoned me."

The Doctor's arms were suddenly around Katherine and squeezing her tight. "I thought you were gone!"

Katherine smiled wider. "I'm good at not leaving anyone alone. And... how does Noon come into this?"

The Doctor sprang back from her. "How did you..."

"We're all telelpathically connected, remember?"

"Oh... right..."

Katherine squinted at him. "That was what the book was about, right?"

"Yes..."

"And I presume that you are from Gallifrey in the constellation of Kasterborous, yeah?"

The Doctor smirked. "That's me."

"Last of the Time Lords."

"That's me."

Katherine bowed her head, chewing her lip, seeming to be gearing herself up to say something. "You know... I know how we can fix this."

The Doctor tilted his head. "Yeah?"

Katherine grimaced. "You won't like it."

"I'm pretty sure I will."

"I'm pretty sure you'll drop me off at home and never speak to me again."

"What could possibly be that bad?"

"My plan."

"Well, I gathered that."

Katherine elbowed him playfully. "Let's just say that I have a last resort if we need it."

The Doctor looked reluctant, but nodded. "Okay, sure. But make sure that if it is that bad, that you only use it when you ABSOLUTELY have to."

"I can manage that. 19 hours."

"Oh no."

"Hmm?"

"You said 19 hours."

"But... but it hasn't been an hour."

The Doctor frowned. "Let me think. That wind that dragged you out was controlled by the Midnight/Noon thing, but it was still very fast. Too fast for this bit of the Pacific. So just maybe..."

He sprinted to the door and threw it open, then threw it shut again, eyes wide and panicky. "This is getting worse and worse."

Katherine pushed past him to the door and pulled it open.

Then she quickly shut it again. "That's impossible."

"Obviously not."

The world outside was on super speed. Clouds were whizzing past too quickly and the glimpses of waves of the sea below that you could catch through the thick clouds looked like they were in the middle of a storm.

Katherine leant against the door, blowing her cheeks out and breathing hard.

The Doctor leapt back up to the console, flicking and spinning things as if his life depended on it.

"What's happening?" Katherine cried, running back up the ramp towards him but having to quickly move out of his way as he sprinted past her, waving a hammer around.

"The TARDIS and me are one host, joined together. So the Midnight/Noon thing can hack into the controls and make us move slower than the world outside!"

Katherine blinked. "I totally understand all the science behind that, so don't even bother explaining."

The Doctor flashed her a grin before disappearing behind the central column and hitting the screen viciously with the hammer.

Katherine yelped as smoke began pouring from the console, but the Doctor was unfazed.

"Got to land, got to land, got to land..." he muttered to himself, seizing a lever to keep himself on his feet as the TARDIS shook like a fairground ride. "18 hours."

Katherine hugged herself but didn't say anything.

"17 hours," she breathed.

The Doctor placed a firm foot on the side of the console and whooped as a tremendous shudder knocked Katherine off her feet. "16 hours!"

And then BANG. They'd landed. The Doctor grabbed Katherine's hand as she said "15 hours," and pulled her out of the TARDIS. They were back in Katherine's garden, and the sky was still blacker over here than everywhere else, recognisable despite the fact that night had crept in.

Katherine waited, expecting the Doctor to say "15 hours," but he didn't. He just began to pace. She reached inside the TARDIS to pull the door shut, but as soon as she crossed the threshold, her arm began to move as if through clay or jelly. Way too slowly. This could take a full hour if the speed of them firing off times in the TARDIS was to be believed.

Katherine pulled her arm back out, having barely got a centimetre inside.

"Doctor," she said, pointing to the door. "You might want to shut that."

He looked up at her, seemingly miles away, but clicked his fingers and the doors slammed shut at normal speed.

Katherine sighed and slid down onto the grass, shivering. The Doctor kept pacing, moving his jaw around and pressing and unpressing his palms together.

"Will U.N.I.T. be here?"

"Yes."

Katherine swallowed. "So where are they?"

"Probably leaving me alone. They have some sense, that lot."

"Why is the sky black?"

"I was just wondering that."

"Well," Katherine said, standing, "I am going to go inside and wash my face, carefully avoiding the kitchen, and also take care of the fact that the actual police are knocking on the door."

The Doctor jumped, staring at her. "What?"

"The police. At the door. Knocking."

The Doctor shook his head disbelievingly and resumed his pacing. "Well that's just fantastic."

Katherine tutted and crept in her back door, quietly ascending the stairs and splashing water on her face, before the hail of police threats to knock down the door got too urgent and she raced back down, throwing the door open.

A very unhappy looking sergeant with a notepad glared down his nose at her, pen poised to write down her fate.

Katherine grinned uneasily. "Well, I was asleep. You can hardly blame me for not waking up immediately."


	8. Chapter 8

"We got a call from your friend Judy. She said you had been taken out of school by a Detective Inspector John Smith, but since then, had disappeared off the face of the earth. She wanted to know what happened to you." The police officer leaned forward, eyes narrowed. "What did happen to you, Katherine? We don't have any officers named John Smith."

Katherine grimaced. Urm...

"That would be my fault."

Katherine jumped and spun around to see the Doctor leaning in the doorframe.

"Sir, I am arresting you under suspicion of impersonating a police office officer-ˮ

"No thanks."

"Sir, you cannot take that attitude towards an arrest."

The Doctor shoved his hand into his pocket and pulled out a little leather case. When he flipped it open Katherine saw a U.N.I.T. ID. Her eyes widened. No way.

The sergeant blinked and saluted hurriedly. "Oh, sir, I'm very sorry-ˮ

"Yeah. Yeah, you should be."

"May I ask why you're here, sir?"

"No you may not."

"Yes, sir."

The Doctor waved a hand. "Now, scoot."

The sergeant and the unspeaking officer that was standing behind him the entire time left quickly, seeming star struck, and not really daring to turn their backs to the Doctor.

Katherine stared at him. "I though you didn't like U.N.I.T."

"I don't."

"So since when did you have an ID for them?"

"I don't."

"But... oh you know what forget it. I probably won't understand it anyway." Katherine sank down into the sofa, gazing at the old mirror over the mantelpiece. It was gold and gilded and fancy. It was there when they bought the house.

The Doctor sat down next to Katherine, slouching. He put his head in his hands and sighed. Katherine chewed her lip. Then she cleared her throat.

"Doctor?"

"Yep?"

"Why is there a girl in the mirror?"

The Doctor frowned and took his hands away from his face. "What?"

"The mirror. A girl. In it."

The Doctor's brown eyes flicked up towards the reflections. He jumped. "What the..."

"Just what I was thinking."

"What she doing here?"

Katherine turned to him, eyebrows raised. "What? Do you know her?"

"Sort of..."

Katherine looked back at the mirror. A girl. She looked about eleven and was clutching a red balloon. She was in old-fashioned dress, a kind of pink coat.

"Who is she?" Katherine asked.

"Lucy Cartwright. Or she was. Now she is Daughter of Mine."

"You've got a kid?"

The Doctor looked at Katherine with a mixture of disgust and incredulity. "No! She's not mine. She is one of the Family of Blood."

"Because that's not creepy at all."

The Doctor leapt from his seat. "Of course..."

"Doctor, how can she be in the mirror?"

"She isn't."

"Ur... yes she is."

"No she isn't. I put her there, so I know."

"What did you do, then?"

The Doctor ran his hands along the mirror's frame, studying it carefully. "I zapped her. Her molecules... scattered. She's partially there. Like air. You can walk through her. But when she walks in front of a mirror, you can see her."

"Okay..."

"That's why this happened now! Midnight had its claws in twenty-four people but couldn't do anything. But then... then it met another telepathic being that could just about give it enough power to enact its evil plan."

"She's involved."

"Yup."

"So why is the sky black?"

"Midnight is helping her back into life. He's solidifying her. her molecules are fixing, becoming opaque. They're forming in the sky."

"Why the sky?"

"Because there's enough room in the sky."

"Great. So now there are two magical telepathic beings trying to kill us. 15 hours."

"Oh great."

"Hmm?"

"You said 15 hours."

"Oh great. So we've got 15 hours to save the world from a weird bloody girl without a name and a magic being that is both noon and midnight simultaneously. And very creepy."

The Doctor rested his head against the mirror with a sigh. "Yes. But I'm not sure that 15 hours is enough."

"I still have a plan."

The Doctor turned towards her, clenching and unclenching his jaw. "About this plan. What can possible be so bad that I won't like it if it solves this situation?"

Katherine hugged herself, chewing her lip. "There was a book on TARDISes lying around. I had a quick read."

"When?"

"It was in the wardrobe."

"Right. Go on."

"You've said this too. You and the TARDIS are connected, as one host..."

"You're not thinking of... no..."

"Breaking that connection would completely solve the problem."

"It's not a great plan!"

Katherine closed her eyes. "I knew you wouldn't like it."

"I don't!"

"Uh huh."

"Never do that!"

"Doctor," Katherine began matter-of-frankly, "this thing is taking one of us an hour. if you get taken before me, then what am I supposed to do? You won't be able to solve anything then. And you won't be able to stop me then."

"Don't you dare!"

"It's you and the TARDIS or the world. Which would you rather?"

The Doctor's face hardened. His casual stance had disappeared a while ago, and he was definitely stressed. He leaned down, face inches from Katherine's. "Understand this, Katherine. You only do that if there is absolutely nothing left to do. You understand? NOTHING."

"I understand. Nothing."

The Doctor stood back up and nodded. "Well. No we just need to come up with a plan B."


	9. Chapter 9

Judy had waited for Katherine for a long time, and frankly, she'd just got bored after a few hours. She'd bunked off her last lesson to try and meet Katherine, but she hadn't come home.

Judy had let herself into the house using the key that Katherine's dad hid in the rather unorthodox place of in a pocket he'd dug out of the top of the doorframe for that specific purpose. He wasn't going to go with the classic under the doormat or in the hanging shrubbery. He was very conscious of burglars.

And so she'd waited. Eventually she'd heard Katherine's dad coming in with some shopping and sprinted out the back door.

She came back a while later, and Katherine still hadn't returned. And she'd thought about how that police guy had mentioned a 'family matter', and surely if there had been a family matter, then Katherine's dad would surely be with the police too.

His story had some gaping holes in it.

Which was when she'd called the police.

And then she'd just gone home. The police hadn't got back in touch with her, and she was worried about Katherine, but eventually she just dozed off, forgetting about her worry and the fact that her geography homework was sitting expectantly on the desk, waiting to be done.

Then her mum had shaken her awake roughly, and told her about the black sky and the soldiers swarming over the area. Judy had nearly been arrested trying to get to Katherine's house. She'd only got out of it by kicking the guy in the private parts and running for her life. And she was in no way happy about this. Something weird was going on, and she was going to find out what.

Eventually she'd had the idea to go through the back gardens, using the plants as cover. Katherine's street had very nice gardens, Judy knew, because the garden fences were low and you could see every which way.

When she'd finally reached Katherine's house, which took nearly an hour, because of how far back through the gardens on the long street she'd had the start because of the military perimeter, she dived through an open window and found herself in the kitchen, with Katherine's dad sitting at the table with a mug of tea long since gone cold clutched in trembling fingers.

"Katherine's dad?" she called to him nervously, using the address for him she'd used since she was three and which seemed to amuse him.

"Katherine's dad?" he called back.

Judy didn't say anything for a while, confusion and fear running through her. "Are... are you okay?"

"Are... are you okay?"

The noise of rusty engines wheezing floated through the window.

"Doctor, you might want to shut that." Katherine's voice floating faintly after the noise through the window. Clearly her dad couldn't hear because he didn't repeat that.

Judy, on the other hand, could hear it, and she was even more confused than she had been before. Who was this Doctor?

"Will U.N.I.T. be here?"

U.N.I.T. That had been written on the military berets. Wow. Were they here? You know, maybe. Although, Judy supposed, peering out the window, you couldn't see them from right there, even though she could just a few minutes previously. They must have left.

"Yes."

"So where are they?

"Probably leaving me alone. They have some sense, that lot."

Judy's mouth dropped open. A blue box had materialised in the garden. It hadn't been there mere minutes earlier. And the man, the police man from earlier, was pacing around in front of it, Katherine watching him from sitting on the grass sympathetically. This was getting weirder and weirder.

"Why is the sky black?" Katherine asked.

"I was just wondering that myself," replied the man.

"Well," Katherine said, standing, "I am going to go inside and wash my face, carefully avoiding the kitchen, and also take care of the fact that the actual police are knocking on the door."

"What?"

"The police. At the door. Knocking."

Judy licked her lips. Well, Katherine was going to avoid the kitchen, which saved her the need to hide. She must know about her weirdly ill father.

Judy turned back to him, swallowing. "Why are you repeating?"

"Why are you repeating?"

Judy blinked away scared tears, fingers tensely gripping the windowsill.

"I asked it that myself."

Judy nearly screamed as she whirled back around to the window. The man in the suit had come right up to it and was watching Katherine's dad just like Judy. "Who... who are you?"

"Who... who are you?"

"I'm the Doctor. I'm a Time Lord. That's not human, just in case you presumed I was just being cocky."

"I'm the Doctor. I'm a Time Lord. That's not human, just in case you presumed I was just being cocky."

Judy grimaced. "Can you make him stop?"

"Can you make him stop?"

"I really don't think so, no."

"I really don't think so, no."

"What's wrong with him?"

"What's wrong with him?"

"Nothing. Look, come outside, so we can talk and he won't repeat."

Judy bolted out of the room, spooked, before she heard Katherine's dad repeat.

She met the Doctor in the garden, where he stood with his hands in his pockets. "You're Katherine's friend, aren't you?"

"Yeah. Although I'm surprised you remember. I'm not important."

"Oh, everyone's important. What's your name?"

"Judy."

"Nice name."

"No it's not. It's earned Katherine and I the nickname Punch and Judy. She used to beat up boys that pissed her off," Judy explained as the Doctor opened his mouth to inquire about the other half of the nickname.

The Doctor tilted his head, looking at Judy thoughtfully. "I think you're going to be important, Judy. So hang around. Don't let Katherine see you, because she'll tell you to go home and protect yourself because you're not involved. But I've done that countless times and I know that it never works. So you can stay. But hide, okay?"

"Okay. But... why?"

Judy didn't know why she was being so civilised with this man she'd just met today and had been very suspicious. He's even said he wasn't human. And she'd just treated that like it was fine.

The Doctor took a deep breath. "Time will pass, Judy. And soon enough, both of us will be... incapacitated."

"You're going to start repeating, aren't you?"

"How'd you figure that?"

"I'm good at guessing."

"But when we are... we might need you."

"What exactly am I supposed to do?"

"I don't know, Judy. But you strike me as the kind of girl who figures stuff out at the last minute. You're clever, Judy. I can see it." He smiled. "Stick around."

And he strode back into the house, leaving Judy standing in the garden, looking after him.


	10. Chapter 10

"THAT'S IT!"

Katherine jumped. She'd been almost dozing off while the Doctor paced up and down the living room and his sudden outburst sent her several centimetres into the air. "What?" She cried.

The Doctor grinned crookedly, one finger raised triumphantly in the air. "They've shown their hand! They're finished!"

"Uh huh. I completely understand."

The Doctor shook his head and pulled Katherine to her feet. "The girl in the mirror. She's forming in the air. We can see where she is in the blackness. So we just aim with something, and BOOM!"

"She dies?"

"Absolutely! Midnight won't have the power to do anything, and the problem is solved."

Katherine straightened, smiling. "So we get a big gun and blow this problem completely to pieces. Literally. All over the place."

The Doctor hugged her briefly and then sprinted out of the room with a little whoop of joy and satisfaction. Katherine was about to follow when she felt the hairs on the back of her neck standing up. She whirled around and saw the girl in the mirror still watching her. She was smiling mischievously and held up a finger, tilting it from side to side while mouthing 'tick, tock, tick, tock'.

Katherine's stomach tightened and she swallowed uncomfortably. "We're coming for you, Daughter of His or whatever the hell your name was. You aren't going to make it out of this."

She just kept smiling and winked.

Katherine ran after the Doctor, nerves making her hands shake.

"So are your pockets bigger on the inside as well?" Katherine asked when she entered the kitchen to see the Doctor wielding a big metal thing.

The Doctor shrugged. "Yes, but this isn't a gun."

"It looks suspiciously like one to me, you know."

"It was a gun. Owned by the Seventh Lord of Lucifer. That's a planet, by the way. The devil doesn't has lords. I did meet the devil, though. He was just plain rude, really."

"Oh?"

"He tried to kill me by dropping several miles of cable on my head, possessed a helpless bunch of Ood and a load of other stuff I wasn't there for."

"Ood?"

"Ood."

"Well that's very... ood."

The Doctor's grip on the gun loosened as he tilted his head back thoughtfully. "I wonder how many people it is now that have made that pun."

"So anyway. It _was_ a gun, right?"

"Yes, it was!" The Doctor seemed much happier now that he was back on track. "I met him, lovely chap really, except for the excessive guns he had. Really far too many. So, for a prank, I removed the insides of every single gun in his army. Unfortunately for him, his city got attacked the very next day and... well... let's just say that this is the biggest bit that was left."

Katherine didn't know whether to laugh or feel sorry for the poor people that died. "So what exactly are you going to do with a gun that doesn't work?"

"I am going to fill it with the contents of your kitchen."

"What kind of a thing kills people with a whisk?"

The Doctor burst out laughing. "I know! Exactly!"

"Urm... I feel like I'm missing something here."

The Doctor was laughing so hard for several minutes that he couldn't say anything. Katherine stood there waiting. Then the Doctor finally got his bearings and laid the empty gun on the cabinet, unable to muffle his smile. "There are these aliens. Called Daleks. They, ur, shoot people with whisks."

"With whisks?"

"With whisks."

"So you're going to stop this plan with a whisk?"

"Yeah. The only sad thing is that I can't bring a book into this."

"Why do you need to get a book into this?"

"Doesn't matter."

"Right, well... what do you need?"

"Get all the cutlery out of that drawer-"

"That's not the cutlery drawer."

"Get all the cutlery out of the cutlery drawer, and lay it out on the cabinet while I take apart the smoothie maker."

Katherine yelped and threw her arms out protectively in front of the smoothie maker. "Oh no you don't. This is my kitchen. So far my dad's already become a mindlessly repeating zombie... where is he?"

The Doctor and Katherine stared at the table and the chair where Katherine's dad had been sitting mere minutes ago.

"He's gone," the Doctor muttered.

Katherine's throat tightened. "Then let's hurry up with this stupid gun, shall we?"


	11. Chapter 11

Katherine had fallen asleep at the table a while ago now.

The Doctor was nearly done, and he moved as quietly as he could around the kitchen to avoid waking her up.

Judy stood in the doorway, leaning against the doorframe and looking shattered herself.

"You can go to sleep yourself, you know," the Doctor said as he shoved the gun into the sockets in the wall to send an electric charge through it.

"So can you, but you're still choosing to keep working," Judy answered while stifling a yawn as a flash of light temporarily blinded her.

The Doctor blinked repeatedly, and then checked the LEDs running along the side of the gun that he had nicked from the front of the oven. "You could even go home if you wanted. I shouldn't have asked you to stay."

"Yes you should."

"Really?"

"Yeah! Something awful is going to happen to you and Katherine and it means that neither of you will be able to help any more. You have every right to ask for help. You just don't like to do so because you like to think you're too clever to need any help whatsoever, no matter what the situation."

The Doctor eyed Judy warily. "Very perceptive."

"It's written all over your face." Judy walked into the middle of the room and looked warily at the gun. "What is that?"

"A gun. It'll shoot." He narrowed his eyes, hefting it up to his shoulder and looking down the barrel at Judy, who paled and got out the way. "Probably."

Judy smiled, and was about to say something else when she heard Katherine stirring behind her. Without time to dive out the door, she ducked under the table in a panic, looking up at the Doctor pleadingly for help. He nodded.

"Doctor?" Katherine grunted.

"Hey," the Doctor replied, setting the gun down on the cabinet and leaning against it.

"That ready?" Katherine asked, jerking her head towards the gun.

"I reckon so, yeah."

"So can we go blast some creepy girl ruining the world to hell?"

The Doctor smirked. "I think so."

The bus stop wasn't posh. Or even clean. Or even not smelling of pee. It was frequented by weirdoes a lot and there was a man with black hair sitting there now, wearing a dressing gown and staring into space. A flustered looking woman in a skirt suit rifled through her bag frantically and then pulled out a phone, which she tapped at with her carefully manicured nails and then held up to her ear.

"Hey, Dave. Yeah, yeah, I know I'm late for the meeting. Massive traffic jam and then my car broke down, so I'm getting the bus."

"Hey, Dave. Yeah, yeah, I know I'm late for the meeting. Massive traffic jam and then my car broke down, so I'm getting the bus," the man next to her repeated.

The woman next to him turned to him suspiciously and shuffled away from him a little.

"Hang on, Dave. I'll be like thirty minutes. Just got something to deal with."

"Hang on, Dave. I'll be like thirty minutes. Just got something to deal with."

The woman hung up her phone and then glared at the man with venom in her eyes. He didn't look at her. "What is your problem?" she demanded irritably.

"What is your problem?"

The woman clenched and unclenched her jaw, teeth gritted. "You know what? I'll get a different bus."

"You know what? I'll get a different bus."

This time, though, the man spoke first. "Shut up!"

The woman looked at him with wide eyes, all of her body tense and coiled like springs. "Shut up!"

And there they sat in silence, waiting. Until a teenager with his headphones in strode up to the bus stop and leant against the side of it, humming along to the music on his iPod. The man and the woman were ready for when he would talk, and they could take him too.

In ten minutes, there ended up being twenty five people at the bus stop, all frozen in position, so that when the bus rolled up, expecting a healthy load of passengers, not a single one got on, and the bus didn't move again.


	12. Chapter 12

It had been a long time. The Doctor had spent a long time making his gun, and Katherine had spent a long time sleeping.

The Doctor raced out into the garden with a new spring in his step and Katherine in his wake, who was also letting a smile tug at her lips. The Doctor got a good stance, feet planted firmly on the ground and gun aimed at the sky.

"Are we ready?" Katherine asked in disbelief. "Are we really doing this? Is it over?"

The Doctor grinned. "Of course."

"How does that gun even work? There are a million buttons."

Katherine studied the incredible number of controls while the Doctor shook his head. "It doesn't matter right now. Let's just get this over with."

He prepared to shoot, and then Katherine said, "10 hours."

The Doctor froze.

Katherine frowned. "Doctor?"

"Doctor?"

Katherine's mouth dropped open. "Oh god. Oh..."

"Oh god. Oh..."

She felt tears spiking the backs of her eyes. This was it. It was over. They were doomed. She couldn't do anything without him. He was the one that actually know what the BLEEDING HELL was going on.

And her dad was gone. She didn't know where.

Katherine was alone.

Judy was standing in the kitchen, at the window, and watched at the Doctor froze and began to repeat with a sinking heart.

Judy sighed. "Well, we're screwed."

As Katherine glanced back to the house, convinced she'd heard something, Judy ducked ungracefully, slipped over and slammed into the floor. She clapped a hand over her mouth to stop herself from crying out and crawled into the lounge in case Katherine decided to come in.

Katherine blinked. "Probably nothing."

"Probably nothing."

She wanted to scream. How could he do this to her? How could he leave her alone? HOW?

She kicked him in the shin. "You stupid alien moron!"

"You stupid alien moron!"

"AAAAAAAAAAAAARGH!"

"Well, Katherine, your friend the Doctor is incredible."

Katherine yelped and leapt back from the Doctor. His mouth had moved, and it had been his voice, but not his words.

They were Midnight's words.

"What?" Katherine squeaked.

"The Doctor. There is so much in his head. So many memories. So much life and death and knowledge. I love it."

"Stop that!" she yelled, fists clenched and ready to punch the nearest thing that moved.

"Oh, I can speed up."

"What?"

"I can go faster. Now I have the Doctor and the TARDIS, I can go fast. Faster than ever before." The Doctor's face twisted in a terrifying expression of joy and triumph which did not suit him. It made him look vicious.

Katherine didn't particularly like the sound of that. Or anything that was happening, really. "How... how fast?"

"I'll give you a clue." The Doctor's body turned stiffly, Midnight staring out of his eyes. He aimed the gun at Katherine's chest.

Katherine swallowed. Should she run? Should she duck? It probably wouldn't be much use either way.

Katherine closed her eyes.

The Doctor smiled. "Bang."

Katherine froze.

Judy came back out of the lounge into the kitchen, having decided that Katherine wouldn't be coming back in too soon. She looked out of the window. The Doctor was aiming his gun at her, and Katherine was frozen.

Judy screamed.

The bus stop was overflowing with people, an Jethro in the middle was bored. He needed more.

A policeman ambled up, his partner a while back glancing into the nearby kebab shop where the tension was rising between a heavily tattooed and muscled man and his girlfriend, who was wielding a kebab stick and not looking happy.

The policeman raised an eyebrow. "Everything all right here?"

Jethro stood, a malicious gleam in his eyes. "Everything's just fine."

"How about all your friends?"

"They're fine."

"Why don't they answer for themselves, huh?"

"Are you suspicious, officer? Want to arrest me?"

The policeman shook his head. "I have no grounds on which to arrest you."

Jethro thought a minute. If he was arrested, he would be taken to a police station. There are a lot of people in police stations. He reached towards the nearest woman under his spell and pressed a pressure point on her neck. She collapsed.

Dead.

The policeman didn't do well hiding his surprise and hesitated in surprise for a second before leaping on the woman. He checked her pulse and then yelled over his shoulder, "Johnny, call an ambulance!" before seizing Jethro and pulling his arms behind his back.

"I am arresting you for unprovoked attack in the street. You do not have to say anything. but anything you do say..."


End file.
